SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2000
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ANNTAYLOR STORES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-10738 13-3499319
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
ANNTAYLOR, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11980 51-0297083
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.
142 West 57th Street
New York, New York 10019
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(Address, including Zip Code, of Registrants' Principal Executive Offices)
(212) 541-3300
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(Registrants' Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On June 21, 2000, the United States Court of Appeals for the Second Circuit
vacated the dismissal of the amended complaint in the purported class action
lawsuit against AnnTaylor Stores Corporation (the "Company"), the Company's
wholly owned subsidiary AnnTaylor, Inc. ("ATI"), certain present and former
directors and officers of the Company and ATI, and Merrill Lynch & Co. and
certain of its affiliates (Novak v. Kasaks, et al., No. 96 CIV 3073 (S.D.N.Y.
1996)). The amended complaint, which was filed in April 1998, relates to the
period from February 3, 1994 through May 4, 1995 and asserts causes of action
under Section 10(b) and Section 20(a) of the Securities and Exchange Act of
1934, as amended, and Rule 10b-5 promulgated thereunder. The Court of Appeals
held that the allegations of the amended complaint are sufficient to satisfy the
standard for pleading intent under the federal securities laws, but expressed no
view as to whether the allegations are sufficiently particularized. Accordingly,
the Court of Appeals remanded the case to the District Court with instructions
to allow plaintiffs to replead their complaint, and to reconsider whether
plaintiffs' allegations are pled with sufficient particularity to satisfy the
pleading standards of the Private Securities Litigation Reform Act of 1995. The
decision of the Court of Appeals applies only to plaintiffs' claims against the
Company, ATI and their former directors and officers. Merrill Lynch & Co. and
its affiliates entered into a settlement with the plaintiffs, and plaintiffs
withdrew their appeal of the dismissal of the amended complaint with respect to
those defendants.
The Company and ATI continue to believe that the allegations in the amended
complaint are without merit, and intend to continue to defend this action
vigorously.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANNTAYLOR STORES CORPORATION
Date: June 26, 2000 By:/s/ Jocelyn F.L. Barandiaran
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Jocelyn F.L. Barandiaran
Senior Vice President, General Counsel
and Secretary
ANNTAYLOR, INC.
Date: June 26, 2000 By:/s/ Jocelyn F.L. Barandiaran
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Jocelyn F.L. Barandiaran
Senior Vice President, General Counsel
and Secretary
